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Page 1: March 31, 2020€¦ · 31/3/2020  · and 5 upgrading facilities on 6 continents encompassing: ‒1.1 million tons of nameplate TiO2 pigment capacity ‒294,000 tons of zircon production

Tronox Holdings plcMarch 31, 2020

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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2

Safe Harbor Statement and Non-U.S. GAAP Financial TermsCautionary Statement about Forward-Looking Statements

Statements in this presentation that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance (including anticipated synergies) based on our growth and other strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, (i) we may not realize the anticipated benefits of the Cristal acquisition, experience unexpected difficulties integrating the Cristal operations and/or assume unexpected liabilities arising from the Cristal acquisition; (ii) English law and our articles of association may limit our flexibility to manage our capital structure and/or have anti-takeover effects; (iii) the risk that our customers might reduce demand for our products; (iv) market conditions and price volatility for titanium dioxide (“TiO2”), zircon, and other feedstock materials, as well as global and regional economic downturns, including as a result of the coronavirus outbreak, that adversely affect the demand for our end-use products; (v) changes in prices or supply of energy or other raw materials may negatively impact our business; (vi) an unpredictable regulatory environment in South Africa where we have significant mining and beneficiation operations; (vii) the risk that our ability to use our tax attributes to offset future income may be limited; (viii) that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as impact our liquidity; (ix) our inability to obtain additional capital on favorable terms; (x) fluctuations in currency exchange rates; (xi) compliance with, or claims under environmental, health and safety regulations may result in unanticipated costs or liabilities, including the classification of TiO2 as a Category 2 Carcinogen in the EU; (xii) the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and financial condition; (xiii) liability, production delays and additional expenses from environmental and industrial accidents; (xiv) equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures; (xv) political and social instability, and unrest, in the Middle East region; (xvi) Chinese production of chloride technology and improvements in product quality may occur more quickly than anticipated; and (xvii) other factors described in more detail in the company's filings with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

Use of Non-GAAP Information

To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this presentation certain non-U.S. GAAP operating performance measures of Adjusted EBITDA and Adjusted EPS. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. The Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. For the Company’s guidance with respect to first quarter 2020 Adjusted EBITDA and Adjusted diluted earnings per share, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measure are uncertain or out of our control, or cannot be reasonably predicted.

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 3

Table of Contents

• Q1 2020 Investor Update 4

• Tronox – A Focused Titanium Industry Leader 11

• Strategy Driven by Changing Industry Dynamics 17

• A Single Unified Commercial Approach 23

• Capitalizing on the Strength of our Vertical Integration 29

• Appendix 40

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Q1 2020 Investor Update

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 5

COVID-19 Protocols

Protecting Our Employees and Our Business

• Prioritize the safety, health and well-being of our employees and their families

• Ensure we operate safely in all respects while preserving our ability to run our business

• All non-production and non-essential employees with remote capability have been

instructed to work from home

• Implemented strict access protocols across all sites

• Employee travel has been dramatically limited

• To date, only one employee has tested positive; this employee was isolated and

employees who came in close contact were quarantined and all who were tested have

tested negative

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 6

Operations & Supply Chain Update

• All operations are currently running at planned production levels to meet continued demand

• Fuzhou, China site has been fully operational since February 23rd

• Where relevant, our operations have been designated as essential in jurisdictions facing current

restrictions

• Sites in North America, Europe, Middle East & Australia are operating to plan

• In South Africa, received government approval to operate our mine sites with a reduced work force and

our smelters at reduced rates during the recently enacted 21 day countrywide lock-down

‒ Received authorization from the government to ship bulk material during this time

• No major impacts on our global supply chain to date and do not anticipate any in the near future

‒ Continue to monitor transportation channels – no current issues

• Will continue to run our operations to plan and adjust accordingly to meet changes in circumstances

utilizing our integrated business planning capabilities to optimize the business

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 7

Commercial Update

• Solid demand for Q1, including March, across our end markets with minimal order cancellations

‒ Order book continues to build for April

• Seeing some temporary customer plant closures in highly restricted countries across our customer base

• More customer plant closures in the countries hit hardest in Europe

• China demand recovering while demand in the balance of Asia is mixed depending on timing of restrictions

• Benefiting in North America and other mature economies from exposure to architectural coatings and limited

auto exposure

• Prior to the outbreak, inventories across the value chain were normal to low

‒ Restocking at a customer level is driving some of the demand increase

‒ Some customers expressing concerns about supply availability

• Global customer base provides diversification insulating us from local, regional specific shut downs

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8

• Tronox’s Q1 concluding better than expectations

• The situation is and will remain very dynamic as

we move through the second and third quarters,

and possibly through the rest of the year

• Conducting ongoing, in-depth scenario planning

in our markets and assessing impact on our

operations and financial position

• Strong current liquidity of $542 million and have

broad opportunities to manage our cash flow

through cost reduction, management of capital

expenditures and harvesting of working capital

• Q1 2020 Outlook(1):

‒ Revenue of $700 – $730 million

‒ Adjusted EBITDA of $160 – $170 million

‒ Adjusted EPS of $0.10 – $0.18

• Out of an abundance of caution, we drew down

$200 million under our revolving credit facilities to

increase liquidity and preserve financial flexibility

• We intend to repay the amounts drawn when

macro uncertainty subsides

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

Update on Q1 2020 Performance

(1) Outlook as of March 26, 2020

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 9

Liquidity and Capital Resources (1)

Pro Forma as of March 20, 2020

• Tronox’s current liquidity is $542

million

• Cash is well distributed across

regions; no trapped cash

• Funding of $200 million from credit

lines received March 26th

• Plan to repay when macro

uncertainty subsides

(US$ in millions)

Pro Forma

March 20, 2020

Cash and cash equivalents $ 447

Available under the Wells Fargo Revolver 67

Available under the Standard Credit Facility (2) 23

Available under the Emirates Revolver 0

Available under the SABB Facility 5

Total $ 542

(1) Figures reflect cash draw of $200 million on credit facilities.

(2) Assumes USD ZAR exchange rate of 17.4885.

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 10

Strong Financial Position

We remain confident in our financial position and have multiple levers to pull

• Current net leverage is unchanged from the end of 2019 at 4.0x

• Term Loan matures in September 2024 and senior notes are due in 2025 and 2026

• No significant financial maintenance covenants

‒ Springing financial covenant on our Wells Fargo Revolver if availability declines below $40 million which is within our ability to manage; even with the current draw we have a $25 million buffer

• Cash uses and financial, “self-help” levers available:

‒ Interest expense and mandatory debt payments: ~$200 million

‒ Cash tax payments: ~$20 – $30 million

‒ Working capital: ~$75 – 100 million use per plan – ability to manage to decrease by ~$50 million

‒ Capital expenditures: ~$275 million per 2020 guidance – options to reduce depending on market conditions (maintenance & sustainability capex of ~$125 million)

‒ Dividend: ~$40 million – Management remains committed to maintain the dividend

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Tronox – A Focused Titanium Industry Leader

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 12

Tronox – A Focused Titanium Industry Leader• Tronox Holdings plc (NYSE:TROX) is a vertically integrated mining and inorganic

chemical company domiciled under the laws of the United Kingdom, and

headquartered in the United States in the New York City area

• Tronox, a global leader in the production and marketing of titanium bearing mineral

sands and TiO2 pigment, operates 9 TiO2 pigment plants, 6 mineral sands mines,

and 5 upgrading facilities on 6 continents encompassing:

‒ 1.1 million tons of nameplate TiO2 pigment capacity

‒ 294,000 tons of zircon production

‒ 410,000 tons of titanium slag, 220,000 tons of synthetic rutile, 220,000 tons of pig

iron, and 170,000 tons of rutile and leucoxene produced

• Tronox is the most culturally and geographically diverse organization in the industry

with deep operating and technical expertise at every step of the value chain

• Tronox was formed through a combination of significant transactions:

‒ 2005 spin-off from Kerr-McGee Corporation;

‒ 2012 acquisition of the mineral sands business of Exxaro Resources; and

‒ April 2019 acquisition of the TiO2 business of The National Titanium Dioxide

Company Limited of Saudi Arabia (“Cristal”) from Tasnee

Our Mission

To create the equity offering of choice in the TiO2 space

Our Goal

• To deliver shareholder returns above those of other TiO2 equities; and

• Top-quartile returns against a broader group of chemicals and materials

peer companies;

• On a sustained, long-term basis

World’s largest vertically integrated TiO2 producer

Second largest TiO2 pigment producer

Second largest producer of high-grade titanium feedstocks

Second largest producer of zircon

Broadest technology and product suite in the industry

Diverse well-balanced global customer base

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13

Global, Integrated Footprint Sets Tronox Apart

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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14

26%

• Achieve and maintain first-quartile cost position

• Greater stability in financial performance

• Significant profitability and cash flow across varying macro-economic conditions

Integration and Globalization Advantages

6%

36%

32%

A Global Footprint

to Serve a Global Industry

Balanced Geographical SalesVertical Integration

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 15

A Global Organization United by Our Core Values Tronox has created a high-performance organization that transcends geographic and cultural boundaries

Our Approach

An outward

mindset allows

us to see

beyond

ourselves and

be

accountable

for the whole.

Our ResultsCore Values

• We have an uncompromising focus on operating safe, reliable and responsible facilities.

• We honor our responsibility to create value for stakeholders.

• We treat others with respect, and act with personal and organizational integrity.

• We build our organization with talented people who make a positive difference and we invest in their success.

• We are adaptable, decisive and effective.

• We are trustworthy and reliable, and we build mutually rewarding relationships.

• We share accountability, and have high expectations for ourselves and one another.

• We do the right work the right way in every aspect of our business.

• We celebrate the joy of working together to accomplish great things.

Safe, Quality,

Low-Cost

Tons for our

Customers

Exceptional

Shareholder

Returns

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 16

Commitment to Sustainability is a Part of Tronox CultureCorporate citizenship and sustainability is an integral part of our global business. We are continually

challenging ourselves to promote sustainable growth, invest in green technologies, be transparent in all

our business operations, and make positive contributions in the communities where we live and work.

• Chief Sustainability Officer recently appointed to drive product stewardship and environmental initiatives

• We comply with worldwide, voluntary standards developed by the International Organization for Standardization, such as ISO 9002 for quality management and ISO 14001 for environmental management

• Tronox has also registered all chemical substances that were required to be registered by 2010 under the adopted registry framework known as Registration, Evaluation and Authorization of Chemicals (REACH)

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Strategy Driven by Changing Industry Dynamics

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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18

Strategy Driven by Changing Industry Dynamics

Changes in TiO2 Market Structure Implications

Chloride Process

Advantaged cost structure is

critical to remain competitive /

relevant

Vertical integration an increasing

source of competitive advantage

Commercial approach a critical

component of long-term strategy

Customer consolidation and globalization

Increased competitive intensity

Higher probability of periods of feedstock

and pigment cycle asymmetry

Flattening of cost curve

Increased motivation to secure feedstock

supply

Industry consolidation and migration to

public ownership

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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19© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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20© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

Tronox Vision for the Future

Vision: To be the leading, responsible, and advantaged global integrated TiO2 company delivering safe, quality, low-cost tons to our customers and exceptional returns to our shareholders – by leveraging our outward-minded talent base

Threshold Requirements

• Feedstock integration

• Global footprint / asset position and technologies

• Leading quality and market position

• Our talent / skill / capability base

• Competitive cash cost position

• Lower capital intensity to drive sustained higher returns

• Efficient SG&A infrastructure leveraging digital technologies

Performance Characteristics

• Generate ROIC above the cost-of-capital over industry

cycles

• Achieve cost-of-capital returns even at the bottom of

industry cycles

• Deliver greater stability in performance and cash

generation across cycles

• Maintain ability to reinvest through industry cycles to

support advantages

• Growth above market by partnering with high-growth

strategic customers

• Reduced volatility through bespoke margin-stabilization

initiatives

• Maximize free cash flow conversion

Sources of Advantage

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21

Exchange NYSE: TROX NYSE: CC SHE: 002601 NYSE: KRO NYSE: VNTR

Global Headquarters Stamford, CT Wilmington, DE Henan, China Dallas, TX Wynyard, UK

Incorporation UK Delaware China Delaware UK

Global TiO2

Manufacturing Locations

US, Brazil, UK,

Netherlands, France,

KSA, China, Australia

US, Mexico, Taiwan ChinaGermany, Belgium,

Norway, Canada, US

UK, Germany, Spain,

Italy, US, Malaysia

Market Cap $1.0 billion $2.2 billion $5.3 billion $1.0 billion $0.3 billion

EV $4.1 billion $5.3 billion $5.8 billion $1.3 billion $1.1 billion

LTM Net Leverage 4.0x (1) 3.2x 1.4x (2) 0.3x 3.6x

LTM Revenue $3.0 billion (1) $2.3 billionTitanium Technologies segment

$1.5 billion (2) $1.7 billion $1.6 billionTitanium Dioxide segment

LTM Adj. EBITDA /

Margin %$681 million / 23 % $505 million / 22 %

Titanium Technologies segment$545 million(2) / 35 %(2) $188 million / 11 % $197 million / 12 %

Titanium Dioxide segment

2019 TiO2 Capacity 1,078,000 (1) 1,250,000 1,000,000 560,000 652,000

Technology

Chloride / Sulfate %87% / 13% 100% / 0% 23% / 77% 77% / 23% 35% / 65%

Integrated Feedstock

The Emergence of the “Big 3”

Note: Market data as per FactSet on 03/06/2020. LTM data as of 12/31/2019 unless otherwise noted. Assumes FX rate of 1.00/0.14 CNY/USD. (1) PF Adjusted for Cristal acquisition. (2) LTM as of 9/30/2019.

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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22

Emergence of the “Big 3”: Defining Characteristics

• Largest vertically integrated position among TiO2 peers

‒ Increasing ability to use a variety of feedstocks

‒ Maximizing vertically integrated position with Jazan and strategic opportunities

• Unmatched global footprint with facilities on six continents

• Low cost position through Project newTRON

• Largest TiO2 production capacity yielding economies of scale

• Ability to utilize a broad spectrum of feedstocks

• Favorable waste disposal cost

• Chinese cost base resulting in lowest cost position among global peers

• Low cost of capital

• Access to large local market

• Governmental support

The leading TiO2 producers all have production capacity over 1 mtpa

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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A Single Unified Commercial Approach

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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24

• Offering a high value proposition to our customers;

• Accelerating our bespoke margin stability initiatives across regions in both coatings and plastics markets;

• Partnering with strategic customers that are growing faster than the market;

• Getting fair value for every pound of material that we produce.

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

Unified Commercial Approach

Guiding Principles Offering A World-Class TiO2 Product Portfolio

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25

Attach ourselves to the customers who are growing faster than the market

TiO2 Customer Portfolio – Growth Trajectory Is Key

Develop the product and commercial offering for which customers are willing to pay

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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26© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

Early Signs of a Recovery in TiO2

Investo

r D

ay 2

019

Source: IHS GTIS

• The bars represent changes in the trailing 3 month moving average of total reported imports of TiO2 pigment from net importing countries in APAC

• This data set has historically served as a proxy for Asia Pacific TiO2 demand and a leading indicator for global TiO2 demand

Indicators showing early signs of

cyclical recovery in TiO2 industry

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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2020 27

Value-Enhancing Benefits from Zircon & TiCl4Tronox is the 2nd largest producer of zircon and the largest merchant seller and distributor of

Metal Grade TiCl4 products globallyZircon

• 2nd largest zircon producer with ~294,000 tons of capacity

– Largest production capacity of our portfolio at Namakwa Sands

• We estimate total zircon reserves of 4.8MT at Namakwa, 1.0MT at KZN, and 1.3MT in

Northern Operations in Australia, and 0.9MT in Eastern Operations in Australia

TiCl4

Yanbu

• Recently commissioned the Metal Grade TiCl4 (“MGT”) plant to integrate into the

ATTM Ti-metal sponge facility

‒ ATTM is a 65/35 joint venture between Tasnee (AMIC) and Toho

• Tronox provides ~60ktpa of TiCl4 to the 15ktpa ATTM Ti-sponge plant via pipeline

• Cl2 from sponge plant is recycled to Yanbu pigment plant

• Economies of scale and recycling result in low-cost, high-quality sponge

• Tronox is now the largest merchant seller and distributor of MGT products globally

Thann

• Tronox sells and distributes TiCl4 products globally from the Thann facility (26ktpa)

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28

• Major applications

Ceramic tiles and glazes

Refractories and foundry

Zirconia chemicals

• Market dynamics

Q1 revenue on target

China market rebounding following Covid-19 impacts; anticipating some softening in

India & Southern Europe in short term due to plant shutdowns

Covid-19 restrictions in South Africa may have some impact on zircon shipments in

second quarter but we are working to offset that by shipments from our Australia

operations

• Long-term fundamentals

GDP-driven demand growth and increasing supply tightness

Mineral deposit qualities declining and reinvestment lagging at some industry producers

Zircon Delivering Significant Profitability and Margin Enhancement

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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Capitalizing on the Strength of our Vertical Integration

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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Asset Reliability

Organizational

Effectiveness

Asset Utilization

Project

Effectiveness

Operational Risk

Management

Integrated

Business

Planning

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 30

Our Operations Philosophy

SQLCT

Delivering Safe, Quality, Low-Cost Tons for

our Customers and Exceptional

Shareholder Returns

Operational Excellence Business Transformation

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 31

Tronox’s Vertically Integrated Network of Assets

New

(Extensions)

Existing

Jazan

Fairbreeze ExtensionEast OFS

UMM Expansion

Coolljarloo

West

Dongara

Atlas

CampaspePort Durnford

Min

ing

Op

era

tio

ns

Ilmenite

Direct

Use

Chloride

(940k MT p.a.)

Sulfate

(138k MT p.a.)

Resulting Products: Slag

Synthetic Rutile

New

Existing

Up

gra

din

g

Op

era

tio

ns

Pigment

Production

Namakwa

East and WestUMMFairbreeze Cooljarloo Wonnerup Paraiba

Rutile

Leucoxene

Sulfate ilmenite

Chloride ilmenite

Resulting Ti-Products:

Zircon

Pig Iron

(Direct sales)

Gingko

Snapper

Namakwa KZN Chandala

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 32

Established Mining Operations

KZN, South Africa• Fairbreeze Mine HM Reserves at ~13m MT

• 25k MT Rutile & leucoxene and 55k MT

Zircon produced in 2019

• Port Durnford is ~1b MT of Resource base

in initial development state

• Plan to increase output at Fairbreeze /

develop Port Durnford to supply Jazan

Namakwa, South Africa• Largest HM Reserves at ~46m MT

• 32k MT Rutile & leucoxene and 121k

MT Zircon produced in 2019

• Much larger resource base not yet

classified as reserve

• All ilmenite consumed for local

conversion to slag

• Additional 2.5m MT of un-

attritioned (UMM) ilmenite in stockpile

• Plan to use excess UMM ilmenite to

produce SG ilmenite for Jazan

Note: Capacities per year as of December 31, 2019. Production represents FY 2019 figures.

Australia• ~20m MT of HM Reserves in our

Western Operations; 7m MT of HM

Reserves in our Eastern Operations

• Larger resource base not yet proven

• 37k MT Rutile & leucoxene and 50k MT

Zircon produced in our Western Ops in

2019

• 55k MT Rutile & leucoxene and 63k MT

Zircon produced in 2019 in Eastern Ops

• Snapper/Gingko operation expected to

phase out in 2021 with Atlas-Campaspe

on track for seamless transition in 2021

South Africa

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 33

Smelting Operations to Produce High-Grade TiO2 Feedstock Material for our Pigment Plants

KZN, South Africa• Two smelting furnaces that produce Ti Slag

• Capacity to produce 220k MT of Ti Slag per

annum

‒ 167k MT Ti Slag, & 105k MT Pig Iron

produced in 2019

Namakwa, South Africa• Two smelting furnaces that produce

titanium slag (“Ti Slag”)

• Capacity to produce 190k MT of Ti Slag

per annum

‒ 172k MT Ti Slag and 107k MT Pig

Iron (a co-product of Ti Slag

production) produced in 2019

Note: Capacities per year as of December 31, 2019. Production

represents FY 2019 figures.

Chandala, Australia• Metallurgical site which includes a kiln

that produces Synthetic Rutile

• Capacity to produce 220k MT of

Synthetic Rutile per annum

‒ 231k MT Synthetic Rutile produced

in 2019

KZN, South Africa

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 34

Jazan Expected to Increase Total Ti Slag Production to >900k MT

Producing high-grade feedstock for our pigment plants

• Jazan is a low-risk, high-return option to further optimize vertical integration of Tronox

• Jazan smelter comprised of two high-grade chloride slag furnaces with 500ktpa of combined capacity

• Tronox is providing technical services under an agreement with the owners to bring the first furnace online anticipated in late 2020 or early 2021

• High-return potential for limited investment

• Tronox providing up to $125 million in loans to fund start-up; to date $89 million loaned

• Once Jazan reaches “sustainable” operations, Tronox will acquire 90 percent ownership for assumption of $322 million debt

Jazan, KSA

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© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com 35

Nine Pigment Plants Across Six World Regions

Europe• Stallingborough, U.K plant has a production

capacity of 165k MT (chloride process)

• Botlek, Netherlands plant has a production

capacity of 90k MT (chloride process)

• Thann, France plant has a capacity of 32k MT

(sulfate process) and produces TiO2 sold

primarily for specialties applications

North America• Tronox’s largest pigment plant is located

in Hamilton, Mississippi and has a

production capacity of 225k MT (chloride

process)

Note: Capacities per year as of December 31, 2019.

Australia• Kwinana, Western Australia plant (~40km

from Perth) has a production capacity of

150k MT (chloride process)

• Bunbury, Western Australia plant (~10km

from Bunbury) has a production capacity

of 110k MT (chloride process)

Yanbu, KSA

Middle East• Yanbu, Saudi Arabia plant as a production

capacity of 200k MT (chloride process)

• Built as a replica of Hamilton using a

technology license from Tronox (Kerr-

McGee at the time)

South America• Bahia plant in Brazil is located ~20 km

from Salvador and has a production

capacity of 60k MT (sulfate process)

‒ Serves as the only integrated TiO2

plant in South America

China• Fuzhou, China plant is Tronox’s

smallest facility, with a production

capacity of 46k MT (sulfate process)

• Permitted for expansion to 140k MT

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36

Tronox Delivered $89 million of Synergies in 2019

Total Synergies

USD millions

EBITDA Synergies Achieved & Reflected in P&L YTD

Revised Synergy Target

Non-EBITDA Cash Synergies Achieved

EBITDA Synergies Achieved to be Reflected in P&L in Future Quarters

EBITDA Synergies Achieved &

Reflected in Calendar Year P&L: $47 $140 $215 $265

Increased Synergy Targets on Q4 2019 Earnings Call

$47

$22

$20

$120

$175

$220 $190

$275

$325

YTD 4Q 2019 2020 2021 2022

$89 InvestorDay Target

InvestorDay Target

InvestorDay Target

Increased $70mm

Increased $100mm

Increased $105mm

$45mmInvestor Day Target

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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37

Tronox has Significant Tax Attributes

• Value Chain Analysis / Transfer Pricing Initiative

– Tronox moves from long to short feedstock position

– Mines / smelters / synthetic rutile plant now have guaranteed demand

for all feedstock produced

– Significant benefit from running mineral sands operations at high

utilization rate across cycle to leverage fixed cost structure that

accrues to our pigment plants

– Profits at mines / smelters / SR plant commensurate with

business risk

– Updating Royalty rates

– Updating SG&A charges

– $100M of additional U.S. pre-tax income

• U.S. pre-tax income represents ~40% of total Tronox pre-tax income in 2020

Tax PlanningAttribute Est Tax Shield

US

Foreign

Total NOLs

$4.1B

$1.3B

$5.4B

Intercompany Interest

Deduction$1.1 billion

Litigation

Trust

Deductions

$2.5 billion

Enables Tronox to use its tax

assets for ~$8.9 billion of global

taxable income

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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38

• Cabot

• Chemours*

• Ferro

• GCP Applied

Technologies

• H.B. Fuller

• Iluka Resources

• Innophos

• Koppers

• Kraton

• Kronos*

• Minerals Technologies

• Orion Eng. Carbons

• Quaker Chemical

• Rayonier

• Synthomer

• U.S. Silica

• Venator*

Aligned with Our Shareholders and with Our Commitments

*TiO2 equity peers

Long-term Equity Compensation Program

TSR versus Capital Markets Peer Group

50%50%

Time-based RSUs

3-year pro-rata

Performance-based RSUs

3-year cliff

Our programs are designed to align incentives with our commitments to you

Performance-based Integration RSUs

• Aligns key management compensation to value created

for shareholders from acquisition integration

• One-time grant of performance-based Integration RSUs

• Integration RSUs vest two years following acquisition

closing on April 10, 2019 and are based on cumulative

synergies realized

• Management must deliver >$225 million in cumulative

synergies for 100% of Integration RSUs to vest

• If only $180 million of cumulative synergies realized,

50% of the Integration RSUs will vest

• If <$180 million of cumulative synergies are realized,

NO Integration RSUs will vest

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

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39

Managing FX Exposures from Global Manufacturing Platform

Approximate Annual

FX Exposures By Country

Adj EBITDA Impact Per Indicated Change in

Functional Currency

1 ZAR $30M

AUD 0.01 $9M

Euro 0.01 $6M

Brazilian Real 0.1 $3M

Sterling 0.01 $1.5M

Chinese RMB 0.1 $1M

Saudi Riyal 0.1 –

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

Economic Hedges(1)

• During 2019, we entered into foreign currency contracts used to

hedge non-functional currency sales for our South African

subsidiaries and forecasted non-functional currency cost of

goods sold for our Australian subsidiaries

• As of December 31, 2019, we have notional amounts of:

• 3.7 billion South African rands to reduce the exposure of

our South African subsidiaries' third party sales to

fluctuations in currency rates, and

• 486 million Australian dollars to reduce the exposure of

our Australian subsidiaries' cost of sales to fluctuations in

currency rates

• The unrealized net gain, net of tax, associated with these open

contracts of ~$30 million is included on the Balance Sheet

• Additionally, given the recent depreciation of the Australian

dollar, we executed hedge contracts in March 2020 on

Australian 2021 cash flows, locking in a benefit versus our 2020

budget rates

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Appendix

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41

Consolidated Statements of Operation (U.S. GAAP)

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

2019 2018 2019 2018

Net sales 693$ 429$ 2,642$ 1,819$

Cost of goods sold 545 311 2,159 1,321

Contract loss - - 19 -

Gross profit 148 118 464 498

Selling, general, and administrative expenses 95 50 347 267

Restructuring 9 - 22 -

Impairment loss - - - 31

Income from operations 44 68 95 200

Interest expense (47) (49) (201) (193)

Interest income 2 10 18 33

Loss on extinguishment of debt (1) - (3) (30)

Other income (expense), net 1 6 3 33

(Loss) income from continuing operations before income taxes (1) 35 (88) 43

Income tax (provision) benefit (4) (29) (14) (13)

Net (loss) income from continuing operations (5) 6 (102) 30

Net income from discontinued operations, net of tax - - 5 -

Net (loss) income (5) 6 (97) 30

Net (loss) income attributable to noncontrolling interest (5) 11 12 37

Net income (loss) attributable to Tronox Holdings plc -$ (5)$ (109)$ (7)$

Net (loss) income per share, basic:

Continuing operations -$ (0.05)$ (0.81)$ (0.06)$

Discontinued operations -$ -$ 0.03$ -$

Net (loss) income per share, basic -$ (0.05)$ (0.78)$ (0.06)$

Net (loss) income per share, diluted:

Continuing operations -$ (0.05)$ (0.81)$ (0.06)$

Discontinued operations -$ -$ 0.03$ -$

Net (loss) income per share, diluted: -$ (0.05)$ (0.78)$ (0.06)$

Weighted average shares outstanding, basic (in thousands) 141,923 123,079 139,859 122,881

Weighted average shares outstanding, diluted (in thousands) 141,923 123,079 139,859 122,881

Other Operating Data:

Capital expenditures 58$ 34$ 198$ 117$

Depreciation, depletion and amortization expense 75$ 50$ 280$ 195$

Three months Ended December 31, Year Ended December 31,

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42

Reconciliation of Non-U.S. GAAP Financial Measures

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

(l) Represents the reversal of an accrual as a result of a tax settlement.

(m) Represents a charge to tax expense for the settlement of prior year tax returns with a foreign tax authority.

(n) Represents a charge to tax expense for the impact on deferred tax assets from a change in tax rates in a foreign tax jurisdiction.

(k) Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in "Other expense, net" in the Consolidated

Statements of Operations.

(h) 2019 amounts represent the loss in connection with the modification of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment made on

the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated with the issuance of our 2026 Senior Notes and redemption of our Senior Notes due

2022.

(g) Represents the reversal of the tax valuation allowance attributable to our operating subsidiary in the Netherlands.

(i) Represents the reversal of previously recorded expense due to a modification to the Integration Incentive Award.

(1) Only the inventory step-up, contract loss and restructuring amounts for both the three and twelve months of 2019 have been tax impacted. No income tax impacts have been

given to other items as they were recorded in jurisdictions with full valuation allowances.

(j) 2019 amount represents settlement gain related to the U.S. Pension Plan (acquired as part of the Cristal Transaction). 2018 amount represents settlement gain related to

former U.S. postretirement medical plan.

(f) Represents Integration costs associated with the Cristal acquisition after the acquisition which were recorded in “Selling, general and administrative expenses” in the

Consolidated Statements of Operations.

(a) Represents a net-of-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.

(d) Represents transaction costs primarily associated with the Cristal Transaction which were recorded in “Selling, general and administrative expenses” in the Consolidated

Statements of Operations.

(b) Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations which was recorded in “Impairment loss” in the

Consolidated Statements of Operations.

(c) Represents a net-of-tax charge for the estimated losses we expect to incur under the supply agreement with Venator which was recorded in "Contract loss" in our

Consolidated Statements of Operations.

(e) Represents amounts for employee-related costs, including severance, net of tax .

TRONOX HOLDINGS PLC

RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

RECONCILIATION OF NET (LOSS) INCOME FROM CONTINUING OPERATIONS

ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)

TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS

ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)

2019 2018 2019 2018

Net (loss) income attributable to Tronox Holdings plc (U.S. GAAP) -$ (5)$ (109)$ (7)$

Net income from discontinued operations, net of tax (U.S. GAAP) - - 5 -

Net (loss) income from continuing operations attributable to Tronox Holdings

plc

(U.S. GAAP) -$ (5)$ (114)$ (7)$

Inventory step-up (a) 2 - 91 -

Impairment loss (b) - - - 31

Contract loss (c) - - 14 -

Transaction costs (d) 3 7 32 66

Restructuring (e) 8 - 21 -

Integration costs (f) 8 - 16 -

Tax valuation allowance reversal (g) - - - (48)

Loss on extinguishment of debt (h) 1 - 3 30

Share-based compensation modification (i) - - - (6)

Pension settlement gain (j) (1) - (1) (3)

Charge for capital gains tax payment to Exxaro (k) (2) - 4 -

Reversal of accrual related to tax settlement (l) - (11) - (11)

Income tax settlement for prior years (m) - 11 - 11

Income tax expense - deferred tax assets (n) - 6 - 6

Adjusted net income from continuing operations attributable to Tronox

Holdings plc (non-U.S. GAAP) (1) 19$ 8$ 66$ 69$

Diluted net income (loss) per share from continuing operations (U.S. GAAP) -$ (0.05)$ (0.81)$ (0.06)$

Inventory step-up, per share 0.01 - 0.65 -

Impairment loss, per share - - - 0.25

Contract loss, per share - - 0.10 -

Transaction costs, per share 0.02 0.06 0.23 0.53

Restructuring, per share 0.06 - 0.15 -

Integration costs, per share 0.06 - 0.11 -

Tax valuation allowance reversal, per share - - - (0.38)

Loss on extinguishment of debt, per share 0.01 - 0.02 0.24

Share-based compensation modification, per share - - - (0.05)

Pension settlement gain (0.01) - (0.01) (0.02)

Charge for capital gains tax payment to Exxaro, per share (0.01) - 0.03 -

Reversal of accrual related to tax settlement, per share - (0.09) - (0.09)

Income tax settlement for prior years, per share - 0.09 - 0.09

Income tax expense - deferred tax assets, per share - 0.05 - 0.05

Diluted adjusted net (loss) income from continuing operations per share

attributable to Tronox Holdings plc (non-U.S. GAAP) 0.14$ 0.06$ 0.47$ 0.56$

Weighted average shares outstanding, diluted (in thousands) 143,124 125,134 140,961 125,279

Year Ended December 31, Three Months Ended December 31,

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43

Consolidated Balance Sheets

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

TRONOX HOLDINGS PLC

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

December 31, December 31,

2019 2018

Current Assets

Cash and cash equivalents 302$ 1,034$

Restricted cash 9 662

482 317

Inventories, net 1,131 479

Prepaid and other assets 166 50

Income taxes receivable 6 2

Total current assets 2,096 2,544

Noncurrent Assets

Property, plant and equipment and mineral leaseholds, net 2,614 1,800

Intangible assets, net 208 176

Lease right of use assets, net 101 -

Deferred tax assets 110 37

Other long-term assets 162 85

Total assets 5,291$ 4,642$

Current Liabilities

Accounts payable 356 133$

Accrued liabilities 291 140

Short-term lease liabilities 38 -

Long-term debt due within one year 38 22

Income taxes payable 1 5

Total current liabilities 724 300

Noncurrent Liabilities

Long-term debt, net 2,988 3,139

Pension and postretirement healthcare benefits 160 93

Asset retirement obligations 142 68

Environmental Liabilities 65 1

Long-term lease liabilities 62 -

Long-term deferred tax liabilities 184 163

Other long-term liabilities 50 16

Total liabilities 4,375 3,780

Commitments and Contingencies

Shareholders’ Equity

1 1

Capital in excess of par value 1,846 1,579

Accumulated deficit (493) (357)

Accumulated other comprehensive loss (606) (540)

Total Tronox Holdings plc shareholders' equity 748 683

Noncontrolling interest 168 179

Total equity 916 862

Total liabilities and equity $ 5,291 $ 4,642

ASSETS

LIABILITIES AND EQUITY

Tronox Holdings plc ordinary shares, par value $0.01 — 141,900,459 shares

issued and outstanding at December 31, 2019 and 123,015,301 shares

issued and 122,933,845 shares outstanding at December 31, 2018

Accounts receivable, net of allowance for doubtful accounts

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44

TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Millions of U.S. dollars)

Year Ended December 31,

2019 2018

Cash Flows from Operating Activities:

Net (loss) income $ (97) $ 30

Net income from discontinued operations, net of tax 5 -

Net (loss) income from continuing operations $ (102) $ 30

Adjustments to reconcile net (loss) income from continuing operations to net cash provided by

operating activities, continuing operations:

Depreciation, depletion and amortization 280 195

Deferred income taxes (9) (21)

Share-based compensation expense 32 21

Amortization of deferred debt issuance costs and discount on debt 8 11

Loss on extinguishment of debt 3 30

Contract loss 19 -

Impairment loss - 31

Acquired inventory step-up recognized in earnings 98 -

Other non-cash affecting net (loss) income from continuing operations 25 (9)

Changes in assets and liabilities:

Increase in accounts receivable, net 78 (11)

Decrease (increase) in inventories, net (59) (47)

Decrease (increase) in prepaid and other assets (2) 4

Increase (decrease) in accounts payable and accrued liabilities 89 (51)

Net changes in income tax payables and receivables (13) 10

Changes in other non-current assets and liabilities (35) (23)

Cash provided by operating activities- continuing operations 412 170

Cash Flows from Investing Activities:

Capital expenditures (198) (117)

Cristal Acquisition (1,675) -

Proceeds from sale of Ashtabula 701 -

Insurance proceeds 10 -

Proceeds from sale of business - 6

Loans (25) (64)

Proceeds from sale of assets 2 1

Cash used in investing activities-continuing operations (1,185) (174)

Cash Flows from Financing Activities:

Repayments of long-term debt (387) (606)

Proceeds from long-term debt 222 615

Repurchase of common stock (288) -

Acquisition of noncontrolling interest (148) -

Call premium paid - (22)

Debt issuance costs (4) (10)

Proceeds from the exercise of options and warrants - 6

Dividends paid (27) (23)

Restricted stock and performance-based shares settled in cash for withholding taxes (6) (6)

Cash used in financing activities-continuing operations (638) (46)

Discontinued Operations:

Cash provided by operating activities 29 -

Cash used in investing activities (1) -

Net cash flows provided by discontinued operations 28 -

Effects of exchange rate changes on cash, cash equivalents and restricted cash (2) (23)

Net increase (decrease) in cash and cash equivalents and restricted cash (1,385) (73)

Cash, cash equivalents and restricted cash at beginning of period 1,696 1,769

Cash, cash equivalents and restricted cash at end of period $ 311 $ 1,696

Consolidated Statements of Cash Flows

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45

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA (NON-U.S. GAAP)

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

TRONOX HOLDINGS PLC

RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars)

2019 2018 2019 2018

Net (loss) income (U.S. GAAP) $ (5) $ 6 $ (97) $ 30

Income from discontinued operations, net of tax (see Note 2) (U.S. GAAP) - - 5 -

Net (loss) income from continuing operations (U.S. GAAP) $ (5) $ 6 $ (102) $ 30

Interest expense 47 49 201 193

Interest income (2) (10) (18) (33)

Income tax provision (benefit) 4 29 14 13

Depreciation, depletion and amortization expense 75 50 280 195

EBITDA (non-U.S. GAAP) 119 124 375 398

Inventory step-up (a) 3 98 -

Impairment loss (b) - - - 31

Contract Loss (c) - - 19 -

Share based compensation (d) 8 5 32 21

Transaction costs (e) 3 7 32 66

Restructuring (f) 9 - 22 -

Integration costs (g) 8 - 16 -

Loss on extinguishment of debt (h) 1 - 3 30

Foreign currency remeasurement (i) (1) (6) (6) (28)

Pension settlement gain (j) (1) - (1) (3)

Charge for capital gains tax payment to Exxaro (k) (2) - 4 -

Reversal of accrual related to tax settlements(l) - (11) - (11)

Other items (m) 9 1 21 9

Adjusted EBITDA (non-U.S. GAAP) $ 156 $ 120 $ 615 $ 513

Year Ended December 31, Three Months Ended December 31,

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l) Represents the reversal of an accrual as a result of a tax settlement.

(m)

2019 amounts represent the loss in connection w ith the modif ication of the Wells Fargo Revolver and termination of the ABSA Revolver and a voluntary prepayment

made on the Term Loan Facility. 2018 amounts represent debt extinguishment costs associated w ith the issuance of our 2026 Senior Notes and redemption of our

Senior Notes due 2022.

Represents realized and unrealized gains and losses associated w ith foreign currency remeasurement related to third-party and intercompany receivables and

liabilities denominated in a currency other than the functional currency of the entity holding them, w hich are included in “Other income (expense), net” in the

Consolidated Statements of Operations. Prior to the f irst quarter of 2019, realized gains and losses associated w ith third party receivables and liabilities had been

included in Adjusted EBITDA. Commencing w ith 2019, w e are now excluding these amounts from Adjusted EBITDA and prior period amounts have been revised for

comparability purposes. The exclusion of all of the realized and unrealized gains and losses is consistent w ith the reporting of Adjusted EBITDA w e make to our

lenders.

Includes noncash pension and postretirement costs, accretion expense, severance expense and other items included in “Selling general and administrative

expenses”, “Cost of goods sold” and "Other income (expense), net" in the Consolidated Statements of Operations.

Represents non-cash share-based compensation.

Represents amounts for employee-related costs, including severance .

Represents a pre-tax charge related to the recognition of a step-up in value of inventories as a result of purchase accounting.

Represents a pre-tax charge for the impairment and loss on sale of the assets of our Tronox Electrolytic Operations w hich w as recorded in “Impairment loss” in the

Consolidated Statements of Operations.

Represents a pre-tax charge for the estimated losses w e expect to incur under the supply agreement w ith Venator w hich w as recorded in "Contract loss" in our

Consolidated Statements of Operations.

Represents transaction costs associated w ith the Cristal Transaction w hich w ere recorded in “Selling, general and administrative expenses” in the Consolidated

Statements of Operations.

Represents integration costs associated w ith the Cristal Integration after the acquisition w hich w ere recorded in “Selling, general and administrative expenses” in the

Consolidated Statements of Operations.

2019 amount represents settlement gain related to the U.S. Pension Plan. 2018 amount represents settlement gain related to former U.S. postretirement medical plan.

Represents the payment to Exxaro for capital gains tax on the disposal of its ordinary shares in Tronox Holdings plc included in and “Other income (expense), net” in

the Consolidated Statements of Operations.

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46

Free Cash Flow (NON-U.S. GAAP)

© 2020 Tronox Holdings plc. | All rights reserved. | tronox.com

TRONOX HOLDINGS PLC

FREE CASH FLOW (NON-U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars)

Consolidated

412$

Capital expenditures (198)

214$

Cash provided by operating activities, continuing operations

Free cash flow (non-U.S. GAAP)

The following table reconciles Cash provided by operating activities, to free cash flow for the three months ended December 31, 2019:

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47

Pro Forma Consolidated Statements of Operations (U.S. GAAP)

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TRONOX HOLDINGS PLC

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

2019 2018 2019 2018

Net sales 693$ 728$ 3,008$ 3,339$

Cost of goods sold 542 480 2,364 2,519

Gross profit 151 248 644 820

Selling, general, and administrative expenses 92 125 354 354

Restructuring 9 1 22 1

Impairment loss - - - 31

Income from operations 50 122 268 434

Interest expense (47) (54) (207) (211)

Interest income 2 4 12 13

Loss on extinguishment of debt (1) - (3) (30)

Other (expense) income, net 1 24 2 33

Income from continuing operations before income taxes 5 96 72 239

Income tax (provision) benefit (4) (34) (31) (36)

Net income from continuing operations 1 62 41 203

Net income attributable to noncontrolling interest 5 5 23 37

Net income from continuing operations attributable to Tronox Holdings plc (4)$ 57$ 18$ 166$

Net income from continuing operations per share, diluted (0.03)$ 0.35$ 0.12$ 1.02$

Weighted average shares outstanding, diluted (in thousands) 141,923 162,714 151,153 162,859

Three months Ended December 31, Year Ended December 31,

Pro forma amounts Pro forma amounts

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48

Reconciliation of Pro Forma Net (Loss) Income from Continuing Operations attributable to Tronox Holdings plc (U.S. GAAP) to Adjusted Net Income (Loss) from Continuing Operations attributable to Tronox Holdings plc (NON-U.S. GAAP)

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TRONOX HOLDINGS PLC

PRO FORMA RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

RECONCILIATION OF PRO FORMA NET (LOSS) INCOME FROM CONTINUING OPERATIONS

ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)

TO ADJUSTED NET INCOME (LOSS) FROM CONTINUING OPERATIONS

ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)

2019 2018 2019 2018

Net income from continuing operations attributable to Tronox Holdings plc

(U.S. GAAP) (4)$ 57$ 18$ 166$

Inventory step-up -$ -$ -$ 91$

Impairment loss - - - 31

Restructuring 8 - 21 -

Integration costs 8 - 16 -

Tax valuation allowance reversal - - - (48)

Loss on extinguishment of debt 1 - 3 30

Share-based compensation modification - - - (6)

Settlement gain (1) - (1) (3)

Charge for capital gains tax payment to Exxaro (2) - 4 -

Reversal of accrual related to tax settlement - (11) - (11)

Income tax settlement for prior years - 11 - 11

Income tax expense - deferred tax assets - 6 - 6

Adjusted net income from continuing operations attributable to Tronox

Holdings plc (non-U.S. GAAP) (1) 10$ 63$ 61$ 267$

Diluted net income per share from continuing operations (U.S. GAAP) (0.03)$ 0.35$ 0.12$ 1.02$

Inventory step-up, per share - - - 0.56

Impairment loss, per share - - - 0.19

Restructuring, per share 0.06 - 0.13 -

Integration costs, per share 0.06 - 0.10 -

Tax valuation allowance reversal, per share - - - (0.29)

Loss on extinguishment of debt, per share 0.01 - 0.02 0.18

Share-based compensation modification, per share - - - (0.04)

Settlement gain (0.01) - (0.01) (0.02)

Charge for capital gains tax payment to Exxaro, per share (0.02) - 0.03 -

Reversal of accrual related to tax settlement, per share - (0.07) - (0.07)

Income tax settlement for prior years, per share - 0.07 - 0.07

Income tax expense - deferred tax assets, per share - 0.04 - 0.04

Diluted adjusted net income from continuing operations per share attributable

to Tronox Holdings plc (non-U.S. GAAP) 0.07$ 0.39$ 0.39$ 1.64$

Weighted average shares outstanding, diluted (in thousands) 143,124 162,714 151,153 162,859

Three Months Ended December 31, Year Ended December 31,

Pro forma amounts Pro forma amounts

(1) Only the restructuring for the three months and year ended 2019 and inventory step-up for the year ended 2018 have been tax impacted. No income tax impacts have been

given to other items as they were recorded in jurisictions with full valuation allowances.

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49

Pro Forma Reconciliation of Net Income (Loss) from Continuing Operations to EBITDA and Adjusted EBITDA (non-U.S. GAAP)

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TRONOX HOLDINGS PLC

(UNAUDITED)

(Millions of U.S. dollars)

2019 2018 2019 2018

Net income (loss) from continuing operations (U.S. GAAP) $ 1 $ 62 $ 41 $ 203

Interest expense 47 54 207 211

Interest income (2) (4) (12) (13)

Income tax provision 4 34 31 36

Depreciation, depletion and amortization expense 75 81 323 334

EBITDA (non-U.S. GAAP) 125 227 590 771

Inventory step-up - - - 98

Impairment loss - - - 31

Share based compensation 8 5 32 21

Restructuring 9 - 22 -

Integration costs 8 - 16 -

Loss on extinguishment of debt 1 - 3 30

Foreign currency remeasurement (1) (3) (6) (21)

Settlement gain (1) - (1) (3)

Charge for capital gains tax payment to Exxaro (2) - 4 -

Reversal of accrual related tax - (11) (11)

Other items 9 (2) 21 6

Adjusted EBITDA (non-U.S. GAAP) $ 156 $ 216 $ 681 $ 922

Pro forma amounts Pro forma amounts

Three Months Ended December 31, Year Ended December 31,

PRO FORMA RECONCILIATION OF NET INCOME (LOSS) FROM CONTINUING OPERATIONS TO EBITDA AND ADJUSTED EBITDA

(NON-U.S. GAAP)